7 November 2024
Trainline plc
Results for the six months ended 31 August 2024 (H1 FY2025)
Strong growth in H1 from
H1 FY2025 financial summary:
|
£m unless otherwise stated: |
H1 FY2025 |
H1 FY2024 |
% YoY |
% YoY CCY4 |
|
|
|
|
|
|
|
Net ticket sales1 |
3,001 |
2,649 |
+13% |
+14% |
|
Revenue |
229 |
197 |
+16% |
+17% |
|
Adjusted EBITDA2 |
82 |
57 |
+44% |
|
|
Operating profit |
49 |
23 |
+117% |
|
|
Adjusted basic earnings per share (pence)3 |
9.9p |
5.5p |
+80% |
|
|
Basic earnings per share (pence)3 |
7.5p |
2.9p |
+160% |
|
|
Operating free cash flow |
100 |
77 |
+30% |
|
Financial highlights:
· Group net ticket sales up 14% year on year (YoY) 4 to
· Adjusted EBITDA up 44% to
· Basic earnings per share of 7.5p up 160%, surpassing in H1 the total level achieved in FY2024; adjusted basic earnings per share of 9.9p, up 80%
· Operating free cashflow up 30% to
Strategic highlights:
·
· Honing aggregation playbook in
o Combined net ticket sales growth across
o More than doubled our share across aggregated Spanish routes in past two years
o Creating unique aggregator offering, integrating Cercanias in
· Driving digitisation in
o
o Eticket penetration of industry ticket sales increased to 51% from 46% in H1 FY20249
o Supporting commuter market recovery, with segment share increasing to 24%
· Enhanced offering for White Label Carriers driving strong sales growth in Trainline Solutions
Improved Group guidance10 for FY2025 and new margin guidance for FY2026:
· In FY2025:
o Net ticket sales YoY growth of between +12% and +14%
o Revenue YoY growth of between +11% and +13%
o Adjusted EBITDA of c.2.6% of net ticket sales
· In FY2026: adjusted EBITDA of between 2.6% and 2.7% of net ticket sales
Jody Ford, CEO of Trainline said:
"We are proud that our tech focussed investment continues to deliver for customers and the industry across the
Presentation of results
There will be a live audiocast presentation of the results to analysts and investors at 08:30am GMT today (7 November 2024). Please register to participate: https://webcast.openbriefing.com/trainlinehy25/
If participants wish to ask a question, they can register to dial into the telephone conference call using the details below:
Global Dial-In Numbers
Access Code: 922015
Enquiries
For investor enquiries, Andrew Gillian investors@trainline.com
For media enquiries, Hollie Conway press@trainline.com
Brunswick Group
Simone Selzer trainline@brunswickgroup.com / +44 207 404 5959
Unaudited figures:
All figures in this document are unaudited.
Footnotes:
1. Please refer to the Non-GAAP Measures note for definition of net ticket sales.
2. Adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) excludes share-based payment charges and exceptional items.
3. Please refer to Note 6 for definitions of adjusted basic earnings per share, basic earnings per share and diluted earnings per share.
4. Constant currency ("CCY") YoY growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year reported numbers.
5. Leverage ratio is net debt divided by adjusted EBITDA generated over last twelve months.
6. Trainline is the number one app versus rail focused peers as per number of app downloads across
7. Geographical split of growth in net ticket sales within International Consumer based upon carrier location.
8. Trainline is the number one app in the
9. Eticket penetration is % of
10. Growth guidance figures are on a reported basis, not on a constant currency basis.
Forward looking statements and other important information
This document is for informational purposes only and does not constitute an offer or invitation for the sale or purchase of securities or any businesses or assets described in it, nor should any recipients construe the information contained in this document as legal, tax, regulatory, or financial or accounting advice and are urged to consult with their own advisers in relation to such matters. Nothing herein shall be taken as constituting investment advice and it is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation to acquire any securities of Trainline.
This document contains forward looking statements, which are statements that are not historical facts and that reflect Trainline's beliefs and expectations with respect to future events and financial and operational performance. These forward looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other factors, which may be beyond the control of Trainline and which may cause actual results or performance to differ materially from those expressed or implied from such forward-looking statements. Nothing contained within this document is or should be relied upon as a warranty, promise or representation, express or implied, as to the future performance of Trainline or its business. Any historical information contained in this statistical information is not indicative of future performance. The information contained in this document speaks only as at the date of this document and Trainline expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this document.
H1 FY2025 PERFORMANCE REVIEW
Group Overview
Group net ticket sales increased to
Increased net ticket sales and enhanced monetisation drove Group revenue up 17% on a constant currency basis (up 16% on a reported basis) to
Gross profit grew by 20% to
H1 FY2025 Segmental performance:
|
|
H1 FY2025 |
H1 FY2024 |
% YoY |
% YoY CCY4 |
|
|
|
|
|
|
|
Net ticket sales (£m) |
|
|
|
|
|
|
1,969 |
1,712 |
+15% |
+15% |
|
International Consumer |
583 |
558 |
+4% |
+6% |
|
Trainline Solutions |
449 |
378 |
+19% |
+19% |
|
Total Group |
3,001 |
2,649 |
+13% |
+14% |
|
|
|
|
|
|
|
Revenue11 (£m) |
|
|
|
|
|
|
106 |
91 |
+17% |
+17% |
|
International Consumer |
33 |
28 |
+18% |
+21% |
|
Trainline Solutions |
90 |
78 |
+14% |
+15% |
|
Total Group |
229 |
197 |
+16% |
+17% |
|
|
|
|
|
|
|
Gross profit11 (£m) |
|
|
|
|
|
|
74 |
60 |
+25% |
|
|
International Consumer |
23 |
18 |
+26% |
|
|
Trainline Solutions |
84 |
73 |
+15% |
|
|
Total Group |
181 |
151 |
+20% |
|
|
|
|
|
|
|
|
|
H1 FY2025 |
H1 FY2024 |
YoY |
|
|
Adjusted EBITDA11 (£m) |
|
|
|
|
|
|
45 |
31 |
14 |
|
|
International Consumer |
(5) |
(11) |
7 |
|
|
Trainline Solutions |
41 |
38 |
4 |
|
|
Total Group |
82 |
57 |
25 |
|
11. A reassessment has been performed of the internal transaction fee rate, payable by
Adjusted EBITDA increased
Net ticket sales were
Revenue grew 17% to
Gross profit grew 25% to
International Consumer
Net ticket sales were
Sales through Trainline's mobile App continued to grow strongly and in H1 FY2025 represented 67% of transactions in International Consumer, up from 62% in FY2024. However, industry-wide changes to the presentation of Google's search engine results - as first discussed in Trainline's Half Year results last year - continued to subdue Web sales, with the impact most pronounced in foreign travel.
Revenue was £33 million, growing 21% YoY4. Revenue growth continued to outpace net ticket sales, driven primarily by higher non-commission revenues, including hotel bookings in partnership with Booking.com.
Gross profit increased 26% to
Trainline Solutions
Net ticket sales were £449 million, 19% higher than prior year. There was continued strong performance from White Label Carrier partners, following improvements to their core functionality through Platform One, as well as from our B2B retailing partners through our Global API.
Revenue increased by 15% YoY4 to £90 million, with the majority of revenue generated by the internal transaction fee paid by
Gross profit was
Operating profit
The Group reported operating profit of
· Depreciation and amortisation charges of
· Share-based payment charges of
Profit after tax
Profit after tax was
Earnings per share (EPS)
Adjusted basic EPS was
Basic EPS was
Operating free cash flow and net debt
Operating free cash flow was £100 million, up
Net debt was £32 million at the end of August 2024, down from
Capital allocation framework and share buyback programme
Last year, we communicated our capital allocation framework, which is as follows:
· Trainline's primary use of capital is to invest behind its strategic priorities - including enhancing the customer experience and building demand for rail travel - to drive organic growth and deliver attractive and sustainable rates of return.
· The Group may supplement that with inorganic investment, should it help accelerate delivery of the Group's strategic growth priorities.
· Trainline will also continue to manage debt leverage, including retaining a prudent and appropriate level of liquidity headroom should unforeseen circumstances arise.
· Any surplus capital thereafter may be returned to shareholders, including through the repurchase of Trainline's shares.
In line with Trainline's capital allocation framework, the Company announced in May 2024 the launch of its second share buyback programme of up to
Cost optimisation in H2 FY2025
Given the scale benefits and efficiencies from Platform One, and with Trainline having invested to close the product gap in International over the past few years, we now have scope to optimise our cost base. In H2, we are running a cost optimisation exercise, which includes reducing headcount. We expect the exercise to generate annual cash savings of around
Outlook and market guidance
Trainline has delivered strong growth in H1 FY2025 and is increasingly benefiting from operating leverage as it scales. Following a strong start to H2, last week we revised upwards our previously stated guidance range, which was originally set in May 2024 and subsequently improved in September 2024.
In FY202510, we expect Trainline to generate:
· Net ticket sales YoY growth of between +12% and +14%
· Revenue YoY growth of between +11% and +13%
· Adjusted EBITDA of c.2.6% of net ticket sales
With the benefit of increasing operating leverage, together with our disciplined approach in managing costs, we now expect adjusted EBITDA of between 2.6% and 2.7% of net ticket sales in FY2026. This guidance factors in a c.25 basis point reduction in net commissions received in the
PROGRESS AGAINST OUR STRATEGIC PRIORITIES IN H1 FY2025
To achieve our mission to make rail and coach travel easier for customers in all our markets, we invest behind five strategic priorities for long-term growth: growing supply, enhancing the user experience, building demand, increasing customer lifetime value, and expanding Trainline Solutions. In H1 FY2025, we continued to make strong progress against these long-term strategic growth priorities.
The
Our investment in customer experience is helping shift more people to digital channels. Industry sales through online channels grew to 57%, up from 54% in the prior year. Within that, industry eticket sales increased to 51% in H1 FY2025, up from 46% in H1 FY20249. However, tickets bought offline still represent around
As the most popular travel app in the
Growing supply and enhancing the user experience
In terms of supply, we provide all the carriers and fares in one place14, as well as a comprehensive range of value-saving products and features, helping customers to unlock value when booking rail travel. This includes Splitsave, the original at-scale split ticket solution, saving customers on average
Trainline continues to prime its mobile App to better serve commuters. For customers that purchase tickets on their way to the station, we can use geo-location technology to determine which station the customer is located and leverage machine learning to surface the most relevant route suggestions for that customer at that time of day and from that particular station. The customer can buy a ticket for one of those journeys in a few clicks, with the assurance of our on-the-day Best Price Guarantee. For season ticket users, we are scaling digital seasons tickets on routes where they are enabled (now over 50% of the
Building demand
Under our flagship brand campaign 'Great journeys start with Trainline', we have continued to tell customers how they can save money by booking with Trainline, including our Best Price Guarantee when buying tickets on-the-day. In addition, we recently partnered with online bank Monzo to offer their customers digital railcards, helpful as digital railcard users are some of our most frequent and sticky customers.
Our campaigns have contributed to our active customers over the last 12 months growing by 12% year on year to 18 million.
Increasing customer lifetime value
As we continue to expand our customer base, we are simultaneously increasing the activity and engagement of customers, increasing their lifetime value. On average, the longer that customers use Trainline, the more often they transact with us. Furthermore, customers that we have acquired since COVID-19 transact more frequently than customers acquired prior to COVID-19, and now represent over half of our sales transactions.
Having significantly scaled net ticket sales, we are now monetising more effectively through value added services that generate additional revenues. This includes offering travel insurance, as well as leveraging commercial partnerships to offer hotels, parking, and taxis.
International Consumer
The c.
Where carrier competition is emerging in
· In
· In
· In
Growing supply and enhancing the user experience
As we hone our aggregation playbook, we are creating the virtuous cycle of the marketplace: as we add more inventory, we become more attractive for passengers and increasingly relevant for rail operators.
We seek to aggregate all carriers, fares and options into one highly rated mobile App. This brings clear benefits to our customers who can search all the options to find best value, as well as stitch together different carriers for return and multi-leg journeys through TopCombo.
It also brings distinct benefits for new entrant operators too, increasing their passenger volumes and in turn accelerating the payback on their investment. This includes rapidly adding their inventory ahead of the launch of new routes, and through Top Combo increasing the likelihood a customer will include a new carrier in their booking. We are now testing how we can increase the prominence of new entrant brands. For example, within our search function we recently elevated Ouigo as the best priced option between
In the first half, we expanded our supply to further enhance our unique proposition for domestic rail customers. We became the first and only aggregator in
We also continue to enhance our product offering for foreign travellers, where we have recently launched Eurail passes (multi-leg rail passes) as well as a new homepage and clearer station information for inbound customers.
Building demand
Increasing customer lifetime value
As we strengthen our position as aggregator of choice in markets with carrier competition, we are deepening our relationship with our customers. A key example is our success in encouraging more customers to download and use our mobile App, given its superior user experience and transaction frequency benefits. In H1 FY2025, 67% of all customer transactions within International Consumer came through our App, up from 62% in FY2024.
In
While positioning ourselves as the aggregator of choice, we are placing greater focus on monetisation in International Consumer. This includes foreign travel sales, which generate a double-digit revenue take rate, and introducing ancillary products into the booking flow, including hotels. This helped grow the underlying revenue13 we generate to 7.6% of net ticket sales in H1 FY2025 (6.8% in H1 FY2024).
Expanding Trainline Solutions
We have taken further steps to support our travel partners, leveraging the strength of our platform.
For carrier partners, we continue to enhance our white label App offering, with the addition of new features such as split ticketing and travel companion features. The improved core functionality has helped drive a strong sales performance in the first half. In addition, we are actively engaging in several ongoing tender processes from carriers for online retailing solutions. This follows the
For B2B travel partners, we recently had several new client wins through our Global API, including SAP Concur and Amadeus Cytric.
For Trainline's branded B2B channels, we continue to enhance the experience for users and for client companies. In May, we discussed how we had brought together of our business and consumer App, which gives customers the ability to switch between their business and personal travel and keep their bookings separate. Since then, we have enabled client company admins to book train travel on behalf of their employees, plus allowed clients to embed travel policies into the App, giving them greater control over their travel spend.
Platform One, our single global tech platform that underpins all our business units, increasingly leverages AI and advanced machine learning to improve the user experience and to reduce our cost base. This includes data-driven features (e.g. Splitsave and Price Prediction) as well as greater personalisation to help customers unlock value when booking travel. It also includes AI-driven tools and features that reduce friction and remove complexity for customers when travelling. We continue to see Generative AI as additive to what we are already doing in this space and are developing proprietary AI systems within our own domain. By combining these systems with industry data and our own unique customer data sets, we are widening the opportunity to create smarter and more personalised experiences across the whole user journey. In the future we plan to bring this altogether as an end-to-end Personalised Travel Assistant for customers.
LEGAL, REGULATORY & POLICY DEVELOPMENTS
Following their General Election win in July 2024, the new
The EU continues to prioritise initiatives to enable growth of rail travel in
Footnotes:
12. 6 strike days in H1 FY2025 with an estimated gross tickets sales impact per strike day for
13. In September 2022, Trainline announced revisions to its segmentation reporting. This included the introduction of an internal fee per transaction payable by
14. Excluding Northern Ireland.
15. Excludes routes enabled for digital seasons since Oct 2023.
Statement of Directors' responsibilities in respect of the results for half year FY2025
The Directors confirm that these condensed consolidated Interim Financial Statements have been prepared in accordance with
· an indication of important events that have occurred during the first six months and their impact on the condensed set of Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.
The Directors of Trainline plc are listed in the Trainline plc Annual Report for 29 February 2024. A list of current directors is maintained on the Trainline plc website: https://www.trainlinegroup.com/
By order of the Board:
Peter Wood
Chief Financial Officer
7 November 2024
Condensed consolidated income statement
|
|
|
Six months ended 31 August 2024 Unaudited
|
Six months ended 31 August 2023 Unaudited
|
Year ended 29 February 2024 Audited |
|||
|
|
Note(s) |
£'000 |
£'000 |
|
£'000 |
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net ticket sales1 |
1d |
3,001,364 |
2,648,665 |
|
5,295,072 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
2 |
229,097 |
196,932 |
|
396,718 |
|
|
|
Cost of sales |
2 |
(47,721) |
(46,037) |
|
(91,433) |
|
|
|
Gross profit |
2 |
181,376 |
150,895 |
|
305,285 |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
(132,195) |
(128,258) |
|
(249,706) |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA1 |
1d |
81,912 |
56,788 |
|
122,133 |
|
|
|
Depreciation and amortisation |
|
(21,395) |
(21,490) |
|
(41,662) |
|
|
|
Share-based payment charges |
|
(11,336) |
(11,060) |
|
(22,629) |
|
|
|
Exceptional Items |
3 |
- |
(1,601) |
|
(2,263) |
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
49,181 |
22,637 |
|
55,579 |
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
4 |
2,161 |
764 |
|
2,745 |
|
|
|
Finance costs |
4 |
(4,852) |
(5,266) |
|
(10,209) |
|
|
|
Net finance costs |
4 |
(2,691) |
(4,502) |
|
(7,464) |
|
|
|
Profit before tax |
|
46,490 |
18,135 |
|
48,115 |
|
|
|
Income tax expense |
5 |
(12,474) |
(4,491) |
|
(14,129) |
|
|
|
Profit after tax |
|
34,016 |
13,644 |
|
33,986 |
|
|
|
Earnings per share (pence) |
|
|
|
|
|
|
|
Basic |
6 |
7.53p |
|
2.90p |
|
7.28p |
|
Diluted |
6 |
7.32p |
|
2.87p |
|
7.09p |
1 Non-GAAP measures - see note 1d.
The notes on pages 18 to 35 form part of the condensed consolidated Interim Financial Statements.
|
Condensed consolidated statement of other comprehensive income
|
|
||||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||||
|
|
|
Six months ended 31 August 2024 Unaudited
|
|
Six months ended 31 August 2023 Unaudited |
Year ended 29 February 2024 Audited |
||||
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Profit after tax |
|
|
34,016 |
|
13,644 |
|
33,986 |
||
|
|
|
|
|
|
|
|
|
||
|
Items that may be reclassified to the income statement: |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Re-measurements of defined benefit obligations |
|
|
- |
|
- |
|
17 |
||
|
Foreign exchange movement |
|
|
(433) |
|
(1,056) |
|
(1,096) |
||
|
Other comprehensive loss, net of tax |
|
|
(433) |
|
(1,056) |
|
(1,079) |
||
|
|
|
|
|
|
|
|
|
||
|
Total comprehensive income |
|
|
33,583 |
|
12,588 |
|
32,907 |
||
The notes on pages 18 to 35 form part of the condensed consolidated Interim Financial Statements.
|
Condensed consolidated balance sheet
|
|||||||
|
|
|
|
At 31 August 2024 Unaudited
|
At 31 August 2023 Unaudited |
At 29 February 2024 Audited |
||
|
|
Note(s) |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Intangible assets |
7 |
|
72,960 |
|
69,155 |
|
70,350 |
|
Goodwill |
7 |
|
417,496 |
|
418,704 |
|
418,527 |
|
Property, plant and equipment |
8 |
|
14,460 |
|
18,575 |
|
17,948 |
|
Deferred tax asset |
5 |
|
23,881 |
|
26,083 |
|
24,853 |
|
|
|
|
528,797 |
|
532,517 |
|
531,678 |
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
120,626 |
|
119,331 |
|
91,085 |
|
Trade and other receivables |
|
|
69,434 |
|
53,828 |
|
59,170 |
|
|
|
|
190,060 |
|
173,159 |
|
150,255 |
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
(263,331) |
|
(237,017) |
|
(212,766) |
|
Loans and borrowings |
9 |
|
(5,743) |
|
(5,114) |
|
(5,833) |
|
Current tax payable |
5 |
|
(6,788) |
|
(1,279) |
|
(3,201) |
|
|
|
|
(275,862) |
|
(243,410) |
|
(221,800) |
|
|
|
|
|
|
|
|
|
|
Net current liabilities |
|
|
(85,802) |
|
(70,251) |
|
(71,545) |
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
442,995 |
|
462,266 |
|
460,133 |
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
Loans and borrowings |
9 |
|
(145,092) |
|
(148,453) |
|
(147,280) |
|
Provisions |
|
|
(918) |
|
(808) |
|
(837) |
|
|
|
|
(146,010) |
|
(149,261) |
|
(148,117) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
296,985 |
|
313,005 |
|
312,016 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Share capital |
10 |
|
4,569 |
|
4,807 |
|
4,710 |
|
Share premium |
10 |
|
- |
|
1,198,703 |
|
- |
|
Foreign exchange reserve |
10 |
|
1,799 |
|
2,272 |
|
2,232 |
|
Other reserves |
10 |
|
(1,115,645) |
|
(1,119,208) |
|
(1,112,724) |
|
Retained earnings |
10 |
|
1,406,262 |
|
226,431 |
|
1,417,798 |
|
Total equity |
|
|
296,985 |
|
313,005 |
|
312,016 |
The notes on pages 18 to 35 form part of the condensed consolidated Interim Financial Statements.
Condensed consolidated statement of changes in equity
For the six months ended 31 August 2024:
|
|
Share Capital |
Share Premium |
Other reserves |
Foreign exchange reserve |
Retained earnings |
Total equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 March 2024 Audited |
4,710 |
- |
(1,112,724) |
2,232 |
1,417,798 |
312,016 |
|
Profit after tax |
- |
- |
- |
- |
34,016 |
34,016 |
|
Other comprehensive loss |
- |
- |
- |
(433) |
- |
(433) |
|
Acquisition of treasury shares |
- |
- |
(12,300) |
- |
- |
(12,300) |
|
Share-based payments |
- |
- |
9,945 |
- |
- |
9,945 |
|
Purchase of own shares for cancellation |
(141) |
|
141 |
|
(46,259) |
(46,259) |
|
Transfer between reserves |
- |
- |
(707) |
- |
707 |
- |
|
At 31 August 2024 Unaudited |
4,569 |
- |
(1,115,645) |
1,799 |
1,406,262 |
296,985 |
For the six months ended 31 August 2023 and year ended 29 February 2024:
|
|
Share Capital |
Share Premium |
Other reserves |
Foreign exchange reserve |
Retained earnings |
Total equity |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
At 1 March 2023 Audited |
4,807 |
1,198,703 |
(1,128,978) |
3,328 |
212,784 |
290,644 |
|
Profit after tax |
- |
- |
- |
- |
13,644 |
13,644 |
|
Other comprehensive loss |
- |
- |
- |
(1,056) |
- |
(1,056) |
|
Share-based payments |
- |
- |
9,773 |
- |
- |
9,773 |
|
Transfer between reserves |
- |
- |
(3) |
- |
3 |
- |
|
At 31 August 2023 Unaudited |
4,807 |
1,198,703 |
(1,119,208) |
2,272 |
226,431 |
313,005 |
|
Profit after tax |
- |
- |
- |
- |
20,342 |
20,342 |
|
Other comprehensive (loss)/income |
- |
- |
- |
(40) |
17 |
(23) |
|
Acquisition of treasury shares |
- |
- |
(7,500) |
- |
- |
(7,500) |
|
Share-based payments |
- |
- |
14,050 |
- |
- |
14,050 |
|
Purchase of own shares for cancellation |
(97) |
- |
97 |
- |
(27,858) |
(27,858) |
|
Capital reduction |
- |
(1,198,703) |
- |
- |
1,198,703 |
- |
|
Transfer between reserves |
- |
- |
(163) |
- |
163 |
- |
|
At 29 February 2024 Audited |
4,710 |
- |
(1,112,724) |
2,232 |
1,417,798 |
312,016 |
The notes on pages 18 to 35 form part of the condensed consolidated Interim Financial Statements.
Condensed consolidated cash flow statement
|
|
|
Six months ended 31 August 2024 Unaudited
|
Six months ended 31 August 2023 Unaudited |
Year ended 29 February 2024 Audited |
|||
|
|
Note(s) |
£'000 |
£'000 |
£'000 |
|||
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Profit before tax |
|
46,490 |
|
18,135 |
|
48,115 |
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
Depreciation and amortisation |
|
21,395 |
|
21,490 |
|
41,662 |
|
|
Write-off of assets |
|
1,078 |
|
- |
|
- |
|
|
Net finance costs |
4, 9 |
2,691 |
|
4,502 |
|
7,464 |
|
|
Share-based payment charges |
|
11,336 |
|
11,060 |
|
22,629 |
|
|
|
|
82,990 |
|
55,187 |
|
119,870 |
|
|
Changes in working capital: |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
(10,183) |
|
7,805 |
|
970 |
|
|
Trade and other payables |
|
49,302 |
|
34,615 |
|
8,945 |
|
|
Cash generated from operating activities |
|
122,109 |
|
97,607 |
|
129,785 |
|
|
Taxes paid |
|
(7,920) |
|
(9,989) |
|
(10,677) |
|
|
Interest received |
|
2,067 |
|
714 |
|
2,621 |
|
|
Net cash generated from operating activities |
116,256 |
|
88,332 |
|
121,729 |
||
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Payments for intangible assets |
|
(20,651) |
|
(19,916) |
|
(37,030) |
|
|
Payments for acquisition of subsidiary entities, net of cash acquired |
|
- |
|
(519) |
|
(866) |
|
|
Payments for property, plant and equipment |
|
(1,008) |
|
(339) |
|
(2,853) |
|
|
Net cash flows from investing activities |
|
(21,659) |
|
(20,774) |
|
(40,749) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Purchase of treasury shares |
|
(12,300) |
|
- |
|
(7,500) |
|
|
Purchase of own shares for cancellation |
|
(46,259) |
|
- |
|
(27,858) |
|
|
Proceeds from Revolving Credit Facility |
|
60,000 |
|
70,000 |
|
90,000 |
|
|
Repayment of Revolving Credit Facility and other borrowings |
|
(60,000) |
|
(70,000) |
|
(90,000) |
|
|
Issue costs and fees |
|
(770) |
|
(50) |
|
(58) |
|
|
Payments of lease liabilities |
|
(2,312) |
|
(1,524) |
|
(4,013) |
|
|
Payment of interest on lease liabilities |
|
(163) |
|
(215) |
|
(215) |
|
|
Interest paid |
|
(2,698) |
|
(2,817) |
|
(5,925) |
|
|
Net cash flows from financing activities |
(64,502) |
|
(4,606) |
|
(45,569) |
||
|
Net increase in cash and cash equivalents |
|
30,095 |
|
62,952 |
|
35,411 |
|
Cash and cash equivalents at beginning of the period |
91,085 |
|
57,337 |
|
57,337 |
|
|
Effect of exchange rate changes on cash |
(554) |
|
(958) |
|
(1,663) |
|
|
Closing cash and cash equivalents |
120,626 |
|
119,331 |
|
91,085 |
|
The notes on pages 18 to 35 form part of the condensed consolidated Interim Financial Statements.
Notes
(Forming part of the Interim Financial Statements)
1. General information
Trainline plc (the "Company") and subsidiaries controlled by the Company (together, the "Group") are the leading independent rail and coach travel platform selling rail and coach tickets worldwide. The Company is publicly listed on the London Stock Exchange ('LSE') and is incorporated and domiciled in the
These Interim Financial Statements for the six months ended 31 August 2024 were approved by the Directors on 7 November 2024. The Interim Financial Statements have been reviewed, not audited. The auditors' review report is on page 36.
These condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 29 February 2024 were approved by the board on 3 May 2024 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
a) Basis of preparation
The Interim Financial Statements have been prepared in accordance with
These Interim Financial Statements do not include all of the notes of the type normally included in an Annual Report. Accordingly, these Interim Financial Statements are to be read in conjunction with the Annual Report and Group Financial Statements for the year ended 29 February 2024, which have been prepared in accordance with
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.
The Interim Financial Statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due over at least the next twelve months from the date of the approval of these Financial Statements (the "going concern assessment period").
In adopting this basis of preparation, the Directors have considered the Group's forecast cash flows, liquidity, borrowing facilities and covenant requirements for 18 months from the date of signing of these Interim Financial Statements. These have been considered in light of the expected operational activities and principal risks and uncertainties of the Group.
Notes (continued)
1. General information (continued)
During H1 FY2025 the Group has delivered positive adjusted EBITDA, reduced its net debt, and generated positive cash flows. Positive adjusted EBITDA of
As at 31 August 2024 the Group was in a net current liability position of
The Directors performed a detailed going concern assessment using the most recent Board-approved forecasts (the "base case") as well as considering two severe but plausible downside scenarios, without any mitigations, and their potential impact on the Group's forecast. Two severe but plausible downside scenarios were modelled: (1) a 15% reduction in forecast Group adjusted EBITDA caused by a circa 9% reduction in
In the base case and both severe but plausible downside scenarios the Group is able to continue in operation and meet its liabilities as they fall due. This includes complying with both the net debt to adjusted EBITDA and the interest coverage covenant requirements at the 28 February 2025 and 31 August 2025 test dates.
Following the assessment described above, the Directors are confident that the Group has adequate resources to continue to meet its liabilities as they fall due and to remain in operation for the going concern assessment period. The Board have therefore continued to adopt the going concern basis in preparing the Interim Financial Statements.
b) Basis of measurement
The Interim Financial Statements have been prepared on a historical cost basis except for the following:
• Financial instruments at fair value through the income statement are measured at fair value.
Notes (continued)
1. General information (continued)
c) Use of judgements and estimates
In preparing the Interim Financial Statements, management has made judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ from these estimates. Revision to estimates is recognised prospectively.
The following estimate is deemed significant as it has been identified by management as one which is subject to a high degree of estimation uncertainty:
· Goodwill impairment test: key assumptions underlying recoverable amounts;
The Group tests goodwill for impairment annually, or more frequently if there are indications that goodwill might be impaired. In the six months to 31 August 2024 no such indications were identified.
Critical accounting judgements are those that the Group has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:
· Capitalisation of internal software development costs;
The Group capitalises internal costs directly attributable to the development of intangible assets. We consider this a critical judgement given the application of IAS 38 involves the assessment of several different criteria that can be subjective and/or complex in determining whether the costs meet the threshold for capitalisation. During the period, the Group has capitalised internal development costs amounting to
d) Non-GAAP Measures
When discussing and assessing performance of the Group, management use certain measures which are not defined under IFRS, referred to as 'Non-GAAP measures'. These measures are used on a supplemental basis as they are considered to be indicators of the underlying performance and success of the Group.
Notes (continued)
1. General information (continued)
The Non-GAAP measures used within these Interim Financial Statements are:
(i) Net Ticket Sales 1
Net ticket sales represent the gross value of ticket sales to customers, less the value of refunds issued, during the accounting period via B2C or Trainline Solutions channels. The Group acts as an agent or technology provider in these transactions. Net ticket sales do not represent the Group's revenue.
Management believes net ticket sales are a meaningful measure of the Group's operating performance and size of operations as this reflects the value of transactions powered by the Group's platform. The rate of growth in net ticket sales may differ to the rate of growth in revenue due to the mix of commission rates and service fees.
1 Net ticket sales is not subject to external review as it is a non-statutory measure.
(ii) Adjusted EBITDA
The Group believes that adjusted EBITDA is a meaningful measure of the Group's operating performance and debt servicing ability without regard to amortisation and depreciation methods as well as share-based payment charges which can differ significantly.
Adjusted EBITDA is calculated as profit after tax before net financing income/(expense), tax, depreciation and amortisation, exceptional items and share-based payment charges. Exceptional items are excluded as management believes their nature could distort trends in the Group's underlying earnings. This is because they are often one-off in nature or not related to underlying trade. Share-based payment charges are also excluded as they can fluctuate significantly period-on-period.
(iii) Adjusted earnings
Adjusted earnings are a measure used by the Group to monitor the underlying performance of the business, excluding certain non-cash and exceptional items.
Adjusted earnings is calculated as profit after tax with share-based payments charged in administrative expenses, exceptional items, gain on convertible bond buyback and amortisation of acquired intangibles added back, together with the tax impact of these adjustments also added back.
Exceptional items are excluded as management believes their nature could distort trends in the Group's underlying earnings. Share-based payment charges are also excluded as they can fluctuate significantly period-on-period and are a non-cash charge to the business. Amortisation of acquired intangibles is a non-cash accounting adjustment relating to previous acquisitions and is not linked to the ongoing trade of the Group.
Notes (continued)
1. General information (continued)
(iv) Net Debt
Net debt is a measure used by the Group to measure the overall debt position after taking into account cash held by the Group. Net debt represents aggregate amount of loans and borrowings as disclosed in Note 9 (excluding accrued interest on secured bank loans) and associated directly attributable transaction costs after taking into account cash held by the Group.
(v) Operating free cash flow
The Group uses operating free cash flow as a supplementary measure of liquidity.
The Group defines operating free cash flow as cash generated from operating activities adding back cash exceptional items, and deducting cash flows in relation to purchase of property, plant and equipment and intangible assets, excluding those acquired through business combinations or trade and asset purchases.
Notes (continued)
2. Operating segments
In accordance with IFRS 8 the Group determines and presents its operating segments based on internal information that is provided to the Board, being the Group's chief operating decision maker ("CODM").
The Group's three operating and reporting segments are summarised as follows:
·
· International Consumer - Travel apps and websites for individual travellers for journeys outside the
· Trainline Solutions1 - Travel portal platform for Trainline's own branded business units, in addition to external corporates, travel management companies and white label ecommerce platforms for Train Operating Companies. This segment operates Platform One Solutions and recharges a cost to the
1 The Group's technology platform,
As of H1 FY2025, the CODM reviews discrete information by segment disaggregated to adjusted EBITDA to better assess performance and to assist in resource-allocation decisions.
· The CODM monitors the three operating segments results at the level of net ticket sales, revenue, gross profit and adjusted EBITDA as shown in this disclosure.
· No results at a profit before/after tax level or in relation to the statement of financial position are reported to the CODM at a lower level than the consolidated Group.
During H1 FY2025, there was a reassessment of the appropriateness of the platform recharge due to a re-platforming in respect of the B2B business. The platform was upgraded to provide an improved value proposition to corporate customers similar to that offered to consumer customers. Owing to this, management decided that a revision to the transaction charge was required to reflect this improved value proposition. This has been reflected within this note. In order to aid comparability, the prior half year and full year operating segments note has been presented on the same basis as H1 FY2025. As such, the presentation is different to that which was presented in the prior half year and full year signed financial statements. The change in transaction fee has impacted the allocation of revenue and other administrative expenses by segment which in turn has impacted the gross profit and adjusted EBITDA by segment.
In
Notes (continued)
2. Operating Segments (continued)
In Trainline Solutions, the revised revenue figures for FY2024 and H1 FY2024 are higher than those previously presented as a result of the change in transaction fee (FY2024:
Segmental analysis for the six months ended 31 August 2024:
|
|
£'000 |
International Consumer £'000 |
Trainline Solutions £'000 |
Total Group £'000 |
|
Net ticket sales1 |
1,969,416 |
582,601 |
449,347 |
3,001,364 |
|
Revenue |
106,445 |
32,942 |
89,710 |
229,097 |
|
|
|
|
|
|
|
Cost of sales
|
(32,032) |
(10,374) |
(5,315) |
(47,721) |
|
Gross profit
|
74,413 |
22,568 |
84,395 |
181,376 |
|
Marketing costs
|
(13,304) |
(20,548) |
(323) |
(34,175) |
|
Other administrative expenses
|
(15,960) |
(6,586) |
(42,743) |
(65,289) |
|
Adjusted EBITDA |
45,149 |
(4,566) |
41,329 |
81,912 |
|
Depreciation and amortisation |
|
|
(21,395) |
|
|
Share-based payment charges |
|
|
(11,336) |
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
49,181 |
|
Net finance costs |
|
|
|
(2,691) |
|
Profit before tax |
|
|
|
46,490 |
|
Income tax expense |
|
|
|
(12,474) |
|
Profit after tax |
|
|
|
34,016 |
1 Non - GAAP measures - see note 1d.
Notes (continued)
2. Operating Segments (continued)
Segmental analysis for the six months ended 31 August 2023 (updated to reflect revision to transaction charge):
|
|
£'000 |
International Consumer £'000 |
Trainline Solutions £'000 |
Total Group £'000 |
|
Net ticket sales1 |
1,712,486 |
558,245 |
377,934 |
2,648,665 |
|
Revenue |
90,718 |
27,822 |
78,392 |
196,932 |
|
|
|
|
|
|
|
Cost of sales
|
(31,084) |
(9,981) |
(4,972) |
(46,037) |
|
Gross profit
|
59,634 |
17,841 |
73,420 |
150,895 |
|
Marketing costs
|
(13,798) |
(23,245) |
(389) |
(37,432) |
|
Other administrative expenses
|
(15,177) |
(5,977) |
(35,521) |
(56,675) |
|
Adjusted EBITDA |
30,659 |
(11,381) |
37,510 |
56,788 |
|
Depreciation and amortisation |
|
|
(21,490) |
|
|
Share-based payment charges |
|
|
(11,060) |
|
|
Exceptional items |
|
|
(1,601) |
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
22,637 |
|
Net finance costs |
|
|
|
(4,502) |
|
Profit before tax |
|
|
|
18,135 |
|
Income tax expense |
|
|
|
(4,491) |
|
Profit after tax |
|
|
|
13,644 |
1 Non - GAAP measures - see note 1d.
Segmental analysis for the year ended 29 February 2024 (updated to reflect revision to transaction charge):
|
|
£'000 |
International Consumer £'000 |
Trainline Solutions £'000 |
Total Group £'000 |
|
Net ticket sales1 |
3,469,170 |
1,040,500 |
785,402 |
5,295,072 |
|
Revenue |
185,242 |
48,810 |
162,666 |
396,718 |
|
Cost of sales
|
(63,472) |
(17,364) |
(10,597) |
(91,433) |
|
Gross profit
|
121,770 |
31,446 |
152,069 |
305,285 |
|
Marketing costs
|
(26,237) |
(40,574) |
(621) |
(67,432) |
|
Other administrative expenses
|
(30,433) |
(11,341) |
(73,946) |
(115,720) |
|
Adjusted EBITDA |
65,100 |
(20,469) |
77,502 |
122,133 |
|
Depreciation and amortisation |
|
|
(41,662) |
|
|
Share-based payment charges |
|
|
(22,629) |
|
|
Exceptional items |
|
|
(2,263) |
|
|
|
|
|
|
|
|
Operating profit |
|
|
|
55,579 |
|
Net finance costs |
|
|
|
(7,464) |
|
Profit before tax |
|
|
|
48,115 |
|
Income tax expense |
|
|
|
(14,129) |
|
Profit after tax |
|
|
|
33,986 |
1 Non - GAAP measures - see note 1d.
Notes (continued)
3. Exceptional Items
Exceptional items are costs or credits that, by virtue of their nature and incidence, have been disclosed separately in order to improve a reader's understanding of the Financial Statements. Exceptional items are one-off in nature or are not considered to be part of the Group's underlying trading performance.
|
|
Six months ended 31 August 2024 |
Six months ended 31 August 2023 |
Year ended 29 February 2024 |
|
|||||
|
|
£'000 |
|
£'000 |
|
£'000
|
||||
|
Restructuring Costs |
|
- |
|
1,601 |
|
2,263 |
|
||
|
Exceptional items |
|
- |
|
1,601 |
|
2,263 |
|
||
Restructuring Costs
Restructuring costs incurred in prior periods related to projects being undertaken to improve operating efficiency. The projects were completed by the end of FY2024. These costs relate to consultancy fees and people costs in relation to the project and are non-recurring and incremental in nature.
4. Net finance costs
Net finance costs comprise bank interest income and interest expense on borrowings and lease liabilities, as well as foreign exchange gains/losses.
|
|
|
Six months ended 31 August 2024 |
Six months ended 31 August 2023 |
Year ended 29 February 2024 |
||
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank interest income |
|
2,161 |
|
764 |
|
2,745 |
|
|
|
|
|
|
|
|
|
Finance income |
|
2,161 |
|
764 |
|
2,745 |
|
|
|
|
|
|
|
|
|
Interest and fees on bank loans |
|
(3,436) |
|
(3,407) |
|
(7,080) |
|
Net foreign exchange loss |
|
(804) |
|
(1,226) |
|
(1,839) |
|
Interest and fees on convertible bonds |
|
(417) |
|
(417) |
|
(830) |
|
Interest on lease liability |
|
(195) |
|
(216) |
|
(429) |
|
Other interest |
|
- |
|
- |
|
(31) |
|
|
|
|
|
|
|
|
|
Finance costs |
|
(4,852) |
|
(5,266) |
|
(10,209) |
|
|
|
|
|
|
|
|
|
Net finance costs |
|
(2,691) |
|
(4,502) |
|
(7,464) |
Notes (continued)
5. Taxation
|
|
|
Six months ended 31 August 2024 |
Six months ended 31 August 2023 |
Year Ended 29 February 2024 |
||
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax charge |
|
11,502 |
|
3,624 |
|
8,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax charge |
|
972 |
|
867 |
|
6,023 |
|
|
|
|
|
|
|
|
|
Tax charge |
|
12,474 |
|
4,491 |
|
14,129 |
|
|
|
|
|
|
|
|
|
Effective tax rate % |
|
27% |
|
25% |
|
29% |
|
|
|
|
|
|
|
|
|
Deferred tax asset |
|
23,881 |
|
26,083 |
|
24,853 |
|
|
|
|
|
|
|
|
|
Current tax payable |
|
(6,788) |
|
(1,279) |
|
(3,201) |
The total tax charge of £12.5 million (FY2024:
Deferred tax has been recognised at the tax rates that are expected to be applied to temporary differences when they are realised or unwound, based on the tax rates enacted or substantively enacted at the reporting date. The deferred tax charge in H1 FY2025 relates to the unwinding of deferred tax liabilities arising on; losses being utilised against current period taxable profits, acquired intangibles and increase of deferred tax asset with respect to equity settled share-based payment charges. The deferred tax liability has been calculated at a rate of 25% which reflects the expected rate that will prevail on the date the liability will unwind.
Notes (continued)
6. Earnings per share
This note sets out the accounting policy that applies to the calculation of earnings per share, and how the Group has calculated the shares to be included in basic and diluted earnings per share ("EPS") calculations.
The Group calculates earnings per share in accordance with the requirements of IAS 33 Earnings Per Share. Four types of earnings per share are reported:
(i) Basic earnings per share
Earnings attributable to ordinary equity holders of the Group for the period, divided by the weighted average number of ordinary shares outstanding during the period, adjusted for treasury shares held.
(ii) Diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the period, divided by the weighted average number of shares outstanding used in the basic earnings per share calculation, adjusted for the effects of all dilutive 'potential ordinary shares'.
(iii) Adjusted basic earnings per share
Earnings attributable to ordinary equity holders of the Group for the period, adjusted to remove the impact of exceptional items, gain on convertible bonds buyback, share-based payment charges, amortisation of acquired intangibles and the tax impact of these items; divided by the weighted average number of ordinary shares outstanding during the period, adjusted for treasury shares held.
(iv) Adjusted diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the period, adjusted to remove the impact of exceptional items, gain on repurchase of convertible bonds, share-based payment charges, amortisation of intangibles and the tax impact of these items; divided by the weighted average number of shares outstanding used in the basic earnings per share calculation adjusted for the effects of all dilutive 'potential ordinary shares'.
|
|
At 31 August 2024 |
At 31 August 2023 |
At 29 February 2024 |
|
Weighted average number of ordinary shares: |
|
|
|
|
Ordinary shares |
463,548,486 |
480,680,508 |
477,817,773 |
|
Treasury shares |
(12,094,199) |
(10,851,145) |
(10,697,997) |
|
Weighted number of ordinary shares |
451,454,287 |
469,829,363 |
467,119,776 |
|
Dilutive impact of share options outstanding |
13,195,556 |
5,126,308 |
12,034,501 |
|
Weighted number of dilutive shares |
464,649,843 |
474,955,671 |
479,154,277 |
|
|
|
|
|
Notes (continued)
6. Earnings per share (continued)
|
|
Six months ended 31 August 2024 |
Six months ended 31 August 2023 |
Year ended 29 February 2024 |
|
|
£'000 |
£'000 |
£'000 |
|
Profit after tax |
34,016 |
13,644 |
33,986 |
|
Earnings attributable to equity holders |
34,016 |
13,644 |
33,986 |
|
Exceptional items |
- |
1,601 |
2,263 |
|
Amortisation of acquired intangibles |
2,820 |
3,269 |
5,988 |
|
Share-based payment charges |
11,336 |
11,060 |
22,629 |
|
Tax impact of the above adjustments |
(3,547) |
(3,816) |
(7,555) |
|
Adjusted earnings |
44,625 |
25,758 |
57,311 |
|
|
|
|
|
|
Earnings per share (pence) |
|||
|
Basic |
7.53p |
2.90p |
7.28p |
|
Diluted |
7.32p |
2.87p |
7.09p |
|
Adjusted earnings per share (pence) |
|||
|
Basic |
9.88p |
5.48p |
12.27p |
|
Diluted |
9.60p |
5.42p |
11.96p |
7. Intangible assets and goodwill
Intangible assets
There were total additions to intangible assets of
Goodwill
The carrying amount of goodwill as at 31 August 2024 amounted to
Notes (continued)
7. Intangible assets and goodwill (continued)
The Group's policy is to test non-financial assets for impairment annually, or if events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Group has considered whether there have been any indicators of impairment during the six months ended 31 August 2024, which would require an impairment review to be performed. The Group has considered indicators of impairment with regard to a number of factors, including those outlined in IAS 36 Impairment of Assets. Based upon this review, the Group has concluded that there are no such indicators of impairment as at 31 August 2024.
The Group concluded that there has been no material deterioration in any of the key assumptions made during the last annual impairment review based on current strategy and financial projections for any of the cash-generating units (CGUs) to which goodwill is allocated.
8. Property, plant and equipment
There were total additions to property, plant and equipment of
9. Loans and borrowings
This note details a breakdown of the various loans and borrowings of the Group.
Accounting policy
Borrowings are recognised initially at fair value less attributable transaction costs incurred. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. At the date borrowings are repaid any attributable transaction costs are released as finance costs.
Notes (continued)
9. Loans and borrowings (continued)
|
|
At 31 August 2024 |
At 31 August 2023 |
At |
||
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Revolving credit facility1 |
57,992 |
|
57,806 |
|
58,292 |
|
Convertible bonds2 |
81,933 |
|
81,384 |
|
81,652 |
|
Lease liabilities |
5,167 |
|
9,263 |
|
7,336 |
|
|
145,092 |
|
148,453 |
|
147,280 |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accrued interest on secured bank loans |
904 |
|
623 |
|
841 |
|
Lease liabilities |
4,839 |
|
4,491 |
|
4,992 |
|
|
5,743 |
|
5,114 |
|
5,833 |
|
|
|
|
|
|
|
1 Included within the revolving credit facility is the principal amount of £60.0 million (FY2024: £60.0 million, H1 FY2024: £60.0 million) and directly attributable transaction costs of £2.0 million (FY2024: £1.7 million, H1 FY2024: £2.2 million).
2 Included within the convertible bonds at 31 August 2024 is the principal amount of £82.7 million (FY2024: £82.7 million, H1 FY2024 £82.7 million) and directly attributable transaction costs of £0.8 million (FY2024: £1.0 million, H1 FY2024: £1.3 million). The fair value of this convertible bond, as determined by the price on the Frankfurt Stock Exchange at 31 August 2024 is £77.1 million (FY2024: £74.7 million, H1 FY2024: £70.1 million). The carrying value is £81.9 million (FY2024: £81.7 million, H1 FY2024: £81.4 million).
The revolving credit facility became effective on 26 July 2022, and the total facility amount is £325.0 million. The facility allows draw downs in cash or non-cash to cover bank guarantees. At 31 August 2024 the cash drawn amount is £60.0 million (FY2024: £60.0 million, H1 FY2024: £60.0 million), the non-cash bank guarantee drawn amount is £192.4 million (FY2024: £183.4 million, H1 FY2024: £151.3 million) and the undrawn amount on the facility is £72.6 million (FY2024: £81.6 million, H1 FY2024: £113.7 million).
The Group's revolving credit facility is secured by a fixed and floating charge over certain assets of the Group. Interest payable on the £325.0 million facility was at a margin of 1.20% to 1.30% (FY2024: 1.20% to 1.50%, H1 FY2024: 1.45% to 1.50%) above SONIA.
The Group was subject to bank covenants, all of which have been met during the period. In relation to the facility: (1) net debt to adjusted EBITDA must be no more than 3.00:1; and (2) adjusted EBITDA to net finance charges must be no less than 4:00:1. The test dates for these covenants are at the reporting period end dates i.e. 28 February and 31 August.
Notes (continued)
10. Capital and reserves
Share capital
Share capital represents the number of shares in issue at their nominal value.
Ordinary shares in the Group are issued, allotted and fully paid up. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company.
Shareholding at 31 August 2024
|
|
Number |
£'000 |
|
Ordinary shares - £0.01 |
456,949,480 |
4,569 |
|
|
456,949,480 |
4,569 |
Shareholding at 31 August 2023
|
|
Number |
£'000 |
|
Ordinary shares - £0.01 |
480,680,508 |
4,807 |
|
|
480,680,508 |
4,807 |
Shareholding at 29 February 2024
|
|
Number |
£'000 |
|
Ordinary shares - £0.01 |
471,032,086 |
4,710 |
|
|
471,032,086 |
4,710 |
In September 2023, the Company commenced a share buyback programme to purchase its own ordinary shares. In May 2024, the Company announced an additional share buyback programme to purchase its own ordinary shares following the completion of the September 2023 programme. The total number of shares bought back in H1 FY2025 was 14,082,606 shares (FY2024: 9,648,422 shares, H1 FY2024: nil shares) with a nominal value of £140,826 (FY2024: £96,484, H1 FY2024: £nil) representing 3% (FY2024: 2%, H1 FY2024: 0%) of the ordinary shares in issue (excluding shares held in treasury). All shares bought back in H1 FY2025 and FY2024 were cancelled.
The shares were acquired on the open market at a total consideration (excluding costs) of £46.0 million (FY2024: £27.7 million, H1 FY2024: £nil). The maximum and minimum prices paid were £3.92 (FY2024: £3.36, H1 FY2024: £nil) and £2.93 (FY2024: £2.32, H1 FY2024: £nil) per share respectively. The average price paid was £3.27 (FY2024: £2.87, H1 FY2024: £nil). Costs incurred on the purchase of own shares in relation to stamp duty and broker expenses were £0.3 million (FY2024: £0.2 million, H1 FY2024: £nil).
Share premium
Share premium represents the amount over the nominal value which was received by the Group upon the sale of the ordinary shares. Upon the date of listing the nominal value of shares was £1.00 but the initial offering price was £3.50.
Share premium is stated net of any direct costs relating to the issue of shares.
On 19 December 2023, the High Court of Justice approved the cancellation of the amount standing to the credit of the Company's share premium account in full. The cancellation resulted in a corresponding increase in the Group's distributable reserves.
Notes (continued)
10. Capital and reserves (continued)
Retained earnings
Retained earnings represents the profit the Group makes that is not distributed as dividends. No dividends have been paid outside the Group in any period.
Foreign exchange
The foreign exchange reserve represents the net difference on the translation of the balance sheets and income statements of foreign operations from functional currency into reporting currency over the period such operations have been owned by the Group.
Other reserves
|
|
Merger reserve |
Treasury reserve |
Share-based payment reserve |
Capital Redemption Reserve |
Total other reserves |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At 1 March 2023 |
(1,122,218) |
(26,728) |
19,968 |
- |
(1,128,978) |
|
|
Allocation of treasury shares to fulfil share-based payment |
- |
249 |
(257) |
- |
(8) |
|
|
Share-based payment charge |
- |
- |
9,779 |
- |
9,779 |
|
|
Deferred tax on share-based payment |
- |
- |
2 |
- |
2 |
|
|
Transfer to retained earnings1 |
- |
- |
(3) |
- |
(3) |
|
|
At 31 August 2023 |
(1,122,218) |
(26,479) |
29,489 |
- |
(1,119,208) |
|
|
Addition of treasury shares |
- |
(7,500) |
- |
- |
(7,500) |
|
|
Allocation of treasury shares to fulfil share-based payment |
- |
4,217 |
(4,187) |
- |
30 |
|
|
Share-based payment charge |
- |
- |
10,130 |
- |
10,130 |
|
|
Deferred tax on share-based payment |
- |
- |
3,890 |
- |
3,890 |
|
|
Purchase of own shares for cancellation |
- |
- |
- |
97 |
97 |
|
|
Transfer to retained earnings1 |
- |
- |
(163) |
- |
(163) |
|
|
At 29 February 2024 |
(1,122,218) |
(29,762) |
39,159 |
97 |
(1,112,724) |
|
|
Addition of treasury shares |
- |
(12,300) |
- |
- |
(12,300) |
|
|
Allocation of treasury shares to fulfil share-based payment |
- |
3,167 |
(3,167) |
- |
- |
|
|
Share-based payment charge |
- |
- |
9,945 |
- |
9,945 |
|
|
Purchase of own shares for cancellation |
- |
- |
- |
141 |
141 |
|
|
Transfer to retained earnings1 |
- |
- |
(707) |
- |
(707) |
|
|
At 31 August 2024 |
(1,122,218) |
(38,895) |
45,230 |
238 |
(1,115,645) |
|
1 Transfer to retained earnings relates to the difference between the share price at grant date of the exercised shares and the actual cost of the treasury shares purchased to fulfil the share-based payment.
Notes (continued)
10. Capital and reserves (continued)
Merger reserve
Prior to the IPO, the ordinary shares of the pre-IPO top company, Victoria Investments S.C.A., were acquired by Trainline plc. As the ultimate shareholders their relating rights did not change as part of this transaction and this was treated as a common control transaction under IFRS. The balance of the merger reserve represents the difference between the nominal value of the reserves in the Victoria Investments S.C.A. Group and the value of reserves in Trainline plc prior to the restructure.
Treasury reserve
Treasury shares reflect the value of shares held by the Group's Employee Benefit Trust ('EBT'). At 31 August 2024 the Group's EBT held 13.8 million shares (FY2024: 11.5 million, H1 FY2024: 10.8 million) which have a historical cost of £38.9 million (FY2024: £29.8 million, H1 FY2024: £26.5 million).
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity settled share-based payment arrangements which have been recognised within the profit and loss account.
11. Related parties
During the period, the Group entered into transactions in the ordinary course of business with related parties.
Transactions with Key Management Personnel of the Group
Key Management Personnel are defined as the Board of Directors, including Non-Executive Directors.
During the period, Key Management Personnel have received the following compensation, including ongoing long-term share scheme incentives, £3,551,601 (FY2024: £6,685,929, H1 FY2024: £3,018,968).
12. Principal risks and uncertainties
The principal risks and uncertainties that the Group faces for the rest of the financial year are consistent with those previously reported and are summarised below:
· Regulatory and political environment: Trainline's operations could be affected by policy and legislative changes enacted by governments and regulators. Our results and performance may be negatively impacted if unfavourable measures are implemented in our key operating markets.
· Market shock and economic disruption: Though Trainline is not significantly exposed to inflation and interest spikes directly, adverse economic conditions may impact the spending power of our customers and may therefore affect our financial results. Significant geopolitical events or disruptions in our markets (e.g., rail strikes) could damage our operational results and profitability.
Notes (continued)
12. Principal risks and uncertainties (continued)
· Technology Operations and Security: As an online retailing platform, our operations depend on the uptime, availability and security of our technology infrastructure and systems. Significant disruptions to our products and services, including potential security incidents, could significantly impact our financial results and reputation. As we work closely with key third-party technology service providers, a potential failure or outage at these providers may reverberate across our systems infrastructure and product portfolio. Any potential loss or compromise of our critical customer data may also lead to significant financial penalties, and a loss of employee and customer confidence.
· Competitive landscape: As we operate in the fast-moving technology sector, we are faced with new and emerging technologies as well as new entrants in our markets. As part of our international expansion in
· People: Trainline's business depends on hiring and retaining first class talent in the competitive technology industry. Inability to attract and retain critical skills and capabilities could hinder our ability to deliver on our strategic objectives.
· Compliance: The Group works within various licence terms and with licensing bodies and regulatory structures in order that it may retail rail and coach tickets to customers across the world. Should Trainline not comply with licences, legislation, regulatory requirements, or other such frameworks, this could affect the Group's ability to conduct business operations and its reputation with customers.
· Supply and partnership: Trainline retails rail and coach tickets across many countries and to customers across the world. We therefore rely on secure, reliable, and timely data from our rail and coach carrier partners for all fares and ticket types. A unilateral termination or amendment by a rail or coach carrier of the contractual and licence terms, including a significant reduction in our commissions or the availability of timely carrier data, would have a material impact on our operations and financial results.
13. Post balance sheet events
Subsequent to the end of the reporting period, it was communicated to employees that a cost optimisation exercise would be launched which would include a reduction in headcount. This constitutes a non-adjusting event under IAS 10. This exercise is intended to generate annual cash savings of around £12 million, of which £8 million will impact the income statement and £4 million which will be capital expenditure. It is expected that the cost to deliver these savings will be within a range of £7-9 million which will be recognised as exceptional subject to meeting associated accounting policy criteria. The majority of these costs will be cash items but will also include non-cash share-based payment charges. Most of these costs will be recognised in H2 FY2025.
Independent review report to Trainline plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Trainline plc's condensed consolidated interim financial statements (the "interim financial statements") in the Results for the six months ended 31 August 2024 (H1 FY2025) of Trainline plc for the 6 month period ended 31 August 2024 (the "period").
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with
The interim financial statements comprise:
the Condensed consolidated balance sheet as at 31 August 2024;
the Condensed consolidated income statement and Condensed consolidated statement of other comprehensive income for the period then ended;
the Condensed consolidated cash flow statement for the period then ended;
the Condensed consolidated statement of changes in equity for the period then ended; and
the explanatory notes to the interim financial statements.
The interim financial statements included in the Results for the six months ended 31 August 2024 (H1 FY2025) of Trainline plc have been prepared in accordance with
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements (
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (
We have read the other information contained in the Results for the six months ended 31 August 2024 (H1 FY2025) and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Results for the six months ended 31 August 2024 (H1 FY2025), including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Results for the six months ended 31 August 2024 (H1 FY2025) in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the
Our responsibility is to express a conclusion on the interim financial statements in the Results for the six months ended 31 August 2024 (H1 FY2025) based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the
PricewaterhouseCoopers LLP
Chartered Accountants
Reading
7 November 2024
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